Value Line Premier Growth Fund, Inc.
Notes to Financial Statements
1. | | Significant Accounting Policies |
Value Line Premier Growth Fund, Inc. (the “Fund”) (formerly known as The Value Line Special Situations Fund, Inc.) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company whose primary investment objective is long-term growth of capital. The Fund invests primarily in a diversified portfolio of U.S. equity securities with favorable growth potential.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.
(A) Security Valuation. Securities listed on a securities exchange are valued at the closing sales prices on the date as of which the net asset value is being determined. Securities traded on the NASDAQ Stock Market are valued at the NASDAQ Official Closing Price. In the absence of closing sales prices for such securities and for securities traded in the over-the-counter market, the security is valued at the midpoint between the latest available and representative asked and bid prices. Short-term instruments with maturities of 60 days or less at the date of purchase are valued at amortized cost which approximates market value. Short-term instruments with maturities greater than 60 days at the date of purchase are valued at the midpoint between the latest available and representative asked and bid prices, and commencing 60 days prior to maturity such securities are valued at amortized cost. Securities for which market quotations are not readily available or that are not readily marketable and all other assets of the Fund are valued at fair value as the Board of Directors may determine in good faith.
In addition, the Fund may use the fair value of a security when the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of a security due to factors affecting one or more relevant securities markets or the specific issuer.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of SFAS No. 157 will have on the Fund’s financial statement disclosures.
(B) Repurchase Agreements. In connection with transactions in repurchase agreements, the Fund’s custodian takes possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, it is the Fund’s policy to mark-to-market the collateral on a daily basis to ensure the adequacy of the collateral. In the event of default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings.
(C) Federal Income Taxes. It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies, including the distribution requirements of the Tax Reform Act of 1986, and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
18
Value Line Premier Growth Fund, Inc.
December 31, 2007
In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (the “Interpretation” or “FIN 48”). The Interpretation establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. As of December 31, 2007, management has reviewed the tax positions for the tax years still subject to tax audit under the statute of limitations, evaluated the implications of FIN 48, and determined that there is no impact to the Fund’s financial statements at this time.
(D) Security Transactions and Distributions. Security transactions are accounted for on the date the securities are purchased or sold. Interest income is accrued as earned. Realized gains and losses on sales of securities are calculated for financial accounting and federal income tax purposes on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles.
(E) Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Assets and liabilities which are denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange. The Fund does not isolate changes in the value of investments caused by foreign exchange rate differences from the changes due to other circumstances.
Income and expenses are translated to U.S dollars based upon the rates of exchange on the respective dates of such transactions.
Net realized foreign exchange gains or losses arise from currency fluctuations realized between the trade and settlement dates on securities transactions, the differences between the U.S. dollar amounts of dividends, interest, and foreign withholding taxes recorded by the Fund, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investments, at the end of the fiscal period, resulting from changes in the exchange rates. The effect of the change in foreign exchange rates on the value of investments is included in realized gain/loss on investments and change in net unrealized appreciation/depreciation on investments.
(F) Representations and Indemnifications. In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
(G) Accounting for Real Estate Investment Trusts. The Fund owns shares of Real Estate Investment Trusts (“REITs”) which report information on the source of their distributions annually. Distributions received from REITs during the year which represent a return of capital are recorded as a reduction of cost and distributions which represent a capital gain dividend are recorded as a realized long-term capital gain on investments.
(H) Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
19
Value Line Premier Growth Fund, Inc.
Notes to Financial Statements
2. | | Capital Share Transactions and Distributions
to Shareholders |
Transactions in capital stock were as follows:
| | | | Year Ended
December 31, 2007
|
| Year Ended
December 31, 2006
|
|---|
| Shares sold | | | | | 3,730,927 | | | | 3,766,825 | |
| Shares issued to shareholders in reinvestment of distributions | | | | | 1,254,567 | | | | 1,079,194 | |
| | | | | | 4,985,494 | | | | 4,846,019 | |
| Shares repurchased | | | | | (3,974,513 | ) | | | (3,665,496 | ) |
| Net increase | | | | | 1,010,981 | | | | 1,180,523 | |
| Dividends per share from net investment income | | | | $ | 0.0334 | | | $ | — | |
| Distributions per share from net realized gains | | | | $ | 2.0207 | | | $ | 1.7309 | |
3. Purchases and Sales of Securities
Purchases and sales of investment securities, excluding short-term securities, were as follows:
| | | | Year Ended
December 31, 2007
|
|---|
Purchases:
| | | | | | |
| Investment Securities | | | | $ | 158,099,062 | |
Sales
| | | | | | |
| Investment Securities | | | | $ | 151,600,596 | |
At December 31, 2007, information on the tax components of capital is as follows:
| Cost of investments for tax purposes | | | | $ | 364,794,283 | |
| Gross tax unrealized appreciation | | | | $ | 212,087,865 | |
| Gross tax unrealized depreciation | | | | | (7,218,487 | ) |
| Net tax unrealized appreciation on investments | | | | $ | 204,869,378 | |
| Undistributed long-term gain | | | | $ | 15,311,728 | |
The differences between book and tax basis unrealized appreciation/(depreciation) on investments were primarily attributed to wash sale loss deferrals and investments in REITS.
Permanent book-tax differences relating to the current year were reclassified within the composition of the net asset accounts. The Fund increased undistributed net investment income by approximately $297,472, decreased accumulated net realized gain by approximately $295,012, and decreased additional paid-in-capital by $2,460. These reclassifications were primarily due to differing treatments of distributions and foreign currency translation for tax purposes.
The tax composition of distributions to shareholders for the years ended December 31, 2007 and December 31, 2006 were as follows:
| | | | 2007
|
| 2006
|
|---|
| Ordinary income | | | | $ | 311,861 | | | $ | — | |
| Long-term capital gain | | | | | 37,047,725 | | | | 30,048,237 | |
| | | | | $ | 37,359,586 | | | $ | 30,048,237 | |
5. | | Investment Advisory Fee, Service and Distribution Fees, and Transactions With Affiliates |
An advisory fee of $4,055,103 was paid or payable to Value Line, Inc., the Fund’s investment adviser (the “Adviser”), for the year ended December 31, 2007. This was computed at the rate of 3/4 of 1% of the average daily
20
Value Line Premier Growth Fund, Inc.
December 31, 2007
net assets during the year and paid monthly. The Adviser provides research, investment programs, supervision of the investment portfolio and pays costs of administrative services, office space, equipment and compensation of administrative, bookkeeping and clerical personnel necessary for managing the affairs of the Fund. The Adviser also provides persons, satisfactory to the Fund’s Board of Directors, to act as officers and employees of the Fund and pays their salaries and wages. Direct expenses of the Fund are charged to the Fund while common expenses of the Value Line Funds are allocated proportionately based upon the funds’ respective net assets. The Fund bears all other costs and expenses.
The Fund has a Service and Distribution Plan (the “Plan”), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, for the payment of certain expenses incurred by Value Line Securities, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, in advertising, marketing and distributing the Fund’s shares and for servicing the Fund’s shareholders at an annual rate of 0.25% of the Fund’s average daily net assets. For the year ended December 31, 2007, fees amounting to $1,351,701 were paid or payable to the Distributor under the Plan.
For the year ended December 31, 2007, the Fund’s expenses were reduced by $8,806 under a custody credit agreement with the custodian.
Certain officers and directors of the Adviser and the Distributor are also officers and directors of the Fund.
The Adviser and/or affiliated companies and the Value Line, Inc. Profit Sharing and Savings Plan owned 181,909 shares of the Fund’s capital stock, representing less than 1% of the outstanding shares at December 31, 2007. In addition, the officers and directors of the Fund as a group owned 1,221 shares of the Fund, representing less than 1% of the outstanding shares.
21
Value Line Premier Growth Fund, Inc.
Financial Highlights
Selected data for a share of capital stock outstanding throughout each year:
| | | | Years Ended December 31,
|
|
|---|
| | | | 2007
|
| 2006
|
| 2005
|
| 2004
|
| 2003
|
|
|---|
Net asset value, beginning of year | | | | $ | 26.61 | | | $ | 25.60 | | | $ | 24.23 | | | $ | 20.84 | | | $ | 16.08 | | | | | |
Income/(loss) from Investment Operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment gain/(loss) | | | | | 0.02 | | | | (0.01 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.04 | ) | | | | |
| Net gains or losses on securities (both realized and unrealized) | | | | | 4.80 | | | | 2.75 | | | | 2.80 | | | | 3.89 | | | | 4.80 | | | | | |
| Total from investment operations | | | | | 4.82 | | | | 2.74 | | | | 2.79 | | | | 3.83 | | | | 4.76 | | | | | |
Less distributions:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends from net investment income | | | | | (0.03 | ) | | | — | | | | — | | | | — | | | | — | | | | | |
| Distributions from net realized gains | | | | | (2.02 | ) | | | (1.73 | ) | | | (1.42 | ) | | | (0.44 | ) | | | — | | | | | |
| Total Distributions | | | | | (2.05 | ) | | | (1.73 | ) | | | (1.42 | ) | | | (0.44 | ) | | | — | | | | | |
Net asset value, end of year | | | | $ | 29.38 | | | $ | 26.61 | | | $ | 25.60 | | | $ | 24.23 | | | $ | 20.84 | | | | | |
Total return | | | | | 18.30 | % | | | 10.68 | % | | | 11.49 | % | | | 18.42 | % | | | 29.60 | % | | | | |
Ratios/Supplemental Data:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of year (in thousands) | | | | $ | 570,484 | | | $ | 489,786 | | | $ | 441,114 | | | $ | 384,030 | | | $ | 309,825 | | | | | |
Ratio of expenses to average net assets(1) | | | | | 1.11 | % | | | 1.18 | % | | | 1.13 | % | | | 1.15 | % | | | 1.18 | % | | | | |
| Ratio of net investment income/(loss) to average net assets | | | | | 0.06 | % | | | (0.06 | ) % | | | (0.06 | ) % | | | (0.31 | ) % | | | (0.21 | ) % | | | | |
| Portfolio turnover rate | | | | | 29 | % | | | 38 | % | | | 44 | % | | | 54 | % | | | 52 | % | | | | |
(1) | | Ratio reflects expenses grossed up for custody credit arrangement. The ratio of expenses to average net assets net of custody credits would have been unchanged for the years shown. |
See Notes to Financial Statements.
22
Value Line Premier Growth Fund, Inc.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Value Line Premier Growth Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Value Line Premier Growth Fund, Inc. (the “Fund”) at December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 25, 2008
23
Value Line Premier Growth Fund, Inc.
Federal Tax Status of Distributions (unaudited)
For corporate taxpayers, 100% of the ordinary income distributions paid during the calendar year 2007, qualify for the corporate dividends received deductions.
During the calendar year 2007, 100% of the ordinary income distribution are treated as qualified dividends.
During the calendar year 2007, the Fund distributed $37,047,725 of long-term capital gain to its shareholders. |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted these proxies during the most recent 12-month period ended June 30 is available through the Fund’s website at http://www.vlfunds.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-243-2729.
24
Value Line Premier Growth Fund, Inc.
Management of the Fund
MANAGEMENT INFORMATION
The business and affairs of the Fund are managed by the Fund’s officers under the direction of the Board of Directors. The following table sets forth information on each Director and Officer of the Fund. Each Director serves as a director or trustee of each of the 14 Value Line Funds. Each Director serves until his or her successor is elected and qualified.
Name, Address, and Age
|
|
|
| Position
|
| Length of
Time Served
|
| Principal
Occupation
During the
Past 5 Years
|
| Other
Directorships
Held by Director
|
|---|
Interested Director* | | | | | | | | | | | | | | | | | | |
Jean Bernhard Buttner
Age 73 | | | | Chairman of the Board of Directors and President | | Since 1983 | | Chairman, President and Chief Executive Officer of Value Line, Inc. (the “Adviser”) and Value Line Publishing, Inc. Chairman and President of each of the 14 Value Line Funds and Value Line Securities, Inc. (the “Distributor”). | | Value Line, Inc. |
Non-Interested Directors | | | | | | | | | | | | | | | | | | |
John W. Chandler
116 North Hemlock Lane
Williamstown, MA 01267
Age 84 | | | | Director
(Lead Independent Director since 2007) | | Since 1991 | | Consultant, Academic Search Consultation Service, Inc. (1994–2004); Trustee Emeritus and Chairman (1993–1994) of the Board of Trustees of Duke University; President Emeritus, Williams College. | | None |
Frances T. Newton
4921 Buckingham Drive
Charlotte, NC 28209
Age 66 | | | | Director | | Since 2000 | | Retired. Customer Support Analyst, Duke Power Company, until April 2007. | | None |
Francis C. Oakley
54 Scott Hill Road
Williamstown, MA 01267
Age 76 | | | | Director | | Since 2000 | | Professor of History, Williams College, (1961–2002). Professor Emeritus since 2002. President Emeritus since 1994 and President, (1985–1994); Chairman (1993–1997) and Interim President (2002–2003) of the American Council of Learned Societies. Trustee since 1997 and Chairman of the Board since 2005, National Humanities Center. | | None |
David H. Porter
5 Birch Run Drive
Saratoga Springs, NY 12866
Age 72 | | | | Director | | Since 1997 | | Visiting Professor of Classics, Williams College, since 1999; President Emeritus, Skidmore College since 1999 and President, (1987–1998). | | None |
25
Value Line Premier Growth Fund, Inc.
Management of the Fund
Name, Address, and Age
|
|
|
| Position
|
| Length of
Time Served
|
| Principal
Occupation
During the
Past 5 Years
|
| Other
Directorships
Held by Director
|
|---|
Paul Craig Roberts
169 Pompano St.
Panama City Beach, FL 32413
Age 68 | | | | Director | | Since 1983 | �� | Chairman, Institute for Political Economy. | | None |
Nancy-Beth Sheerr
1409 Beaumont Drive
Gladwyne, PA 19035
Age 58 | | | | Director | | Since 1996 | | Senior Financial Advisor, Veritable L.P. (Investment Adviser) since 2004; Senior Financial Advisor, Hawthorn, (2001–2004). | | None |
Officers | | | | | | | | | | | | | | | | | | |
David T. Henigson
Age 50 | | | | Vice President/ Secretary/
Chief Compliance Officer | | Since 1994 | | Director, Vice President and Chief Compliance Officer of the Adviser. Director and Vice President of the Distributor. Vice President, Secretary and Chief Compliance Officer of each of the 14 Value Line Funds. | | |
Stephen R. Anastasio
Age 48
| | | | Treasurer | | Since 2005 | | Corporate Controller of the Adviser until 2003; Chief Financial Officer of the Adviser (2003–2005); Treasurer of the Adviser since 2005; Treasurer of each of the 14 Value Line Funds since 2005. | | |
Howard A. Brecher
Age 53 | | | | Assistant Treasurer/
Assistant Secretary | | Since 2005 | | Director, Vice President and Secretary of the Adviser. Director and Vice President of the Distributor. | | |
| * | | Mrs. Buttner is an “interested person” as defined in the Investment Company Act of 1940 by virtue of her positions with the Adviser and her indirect ownership of a controlling interest in the Adviser. |
Unless otherwise indicated, the address for each of the above is 220 East 42nd Street, New York, NY 10017.
The Fund’s Statement of Additional Information (SAI) includes additional information about the Fund’s directors and is available, without charge, upon request by calling 1-800-243-2729. |
26
Value Line Premier Growth Fund, Inc.
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27
Value Line Premier Growth Fund, Inc.
The Value Line Family of Funds
1950 — The Value Line Fund seeks long-term growth of capital. Current income is a secondary objective.
1952 — Value Line Income and Growth Fund’s primary investment objective is income, as high and dependable as is consistent with reasonable risk. Capital growth to increase total return is a secondary objective.
1956 — The Value Line Premier Growth Fund seeks long-term growth of capital. No consideration is given to current income in the choice of investments.
1972 — Value Line Larger Companies Fund’s sole investment objective is to realize capital growth.
1979 — The Value Line Cash Fund, a money market fund, seeks to secure as high a level of current income as is consistent with maintaining liquidity and preserving capital. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
1981 — Value Line U.S. Government Securities Fund seeks maximum income without undue risk to capital. Under normal conditions, at least 80% of the value of its net assets will be invested in securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities.
1983 — Value Line Centurion Fund* seeks long-term growth of capital.
1984 — The Value Line Tax Exempt Fund seeks to provide investors with the maximum income exempt from federal income taxes while avoiding undue risk to principal. The fund may be subject to state and local taxes and the Alternative Minimum Tax (if applicable).
1985 — Value Line Convertible Fund seeks high current income together with capital appreciation primarily from convertible securities ranked 1 or 2 for year-ahead performance by the Value Line Convertible Ranking System.
1986 — Value Line Aggressive Income Trust seeks to maximize current income.
1987 — Value Line New York Tax Exempt Trust seeks to provide New York taxpayers with the maximum income exempt from New York State, New York City and federal income taxes while avoiding undue risk to principal. The Trust may be subject to state and local taxes and the Alternative Minimum Tax (if applicable).
1987 — Value Line Strategic Asset Management Trust* seeks to achieve a high total investment return consistent with reasonable risk.
1993 — Value Line Emerging Opportunities Fund invests primarily in common stocks or securities convertible into common stock, with its primary objective being long-term growth of capital.
1993 — Value Line Asset Allocation Fund seeks high total investment return, consistent with reasonable risk. The Fund invests in stocks, bonds and money market instruments utilizing quantitative modeling to determine the asset mix.
| * | | Only available through the purchase of Guardian Investor, a tax deferred variable annuity, or ValuePlus, a variable life insurance policy. |
For more complete information about any of the Value Line Funds, including charges and expenses, send for a prospectus from Value Line Securities, Inc., 220 East 42nd Street, New York, New York 10017-5891 or call 1-800-243-2729, 9am–5pm CST, Monday–Friday, or visit us at www.vlfunds.com. Read the prospectus carefully before you invest or send money.
28
Item 2. Code of Ethics
| (a) The Registrant has adopted a Code of Ethics that applies to its principal |
executive officer, and principal financial officer and principal accounting officer.
| (f) Pursuant to item 12(a), the Registrant is attaching as an exhibit a copy of its |
Code of Ethics that applies to its principal executive officer, and principal financial officer and principal accounting officer.
Item 3. Audit Committee Financial Expert.
(a)(1)The Registrant has an Audit Committee Financial Expert serving on its Audit Committee.
(2) The Registrant’s Board has designated John W. Chandler, a member of the Registrant’s Audit Committee, as the Registrant’s Audit Committee Financial Expert. Mr. Chandler is an independent director who is a senior consultant with Academic Search Consultation Service. He spent most of his professional career at Williams College, where he served as a faculty member, Dean of the Faculty, and President (1973-85). He also served as President of Hamilton College (1968-73), and as President of the
Association of American Colleges and Universities (1985-90). He has also previously served as Trustee Emeritus and Chairman of the Board of Trustees of Duke University.
A person who is designated as an “audit committee financial expert” shall not make such person an "expert" for any purpose, including without limitation under Section 11 of the Securities Act of 1933 or under applicable fiduciary laws, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services
| (a) Audit Fees 2007 - $94,539 |
| (b) Audit-Related fees – None. |
| (c) Tax Preparation Fees 2007 -$7,517 |
| (e) (1) Audit Committee Pre-Approval Policy. All services to be performed for |
| the Registrant by PricewaterhouseCoopers LLP must be pre-approved
by the audit committee. All services performed were pre-approved by the
committee. |
| (g) Aggregate Non-Audit Fees 2007 -$7,517 |
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c) ) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information relating to the registrant is made known to such officers and are operating effectively. |
| (b) | The registrant’s principal executive officer and principal financial officer have determined that there have been no significant changes in the registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including corrective actions with regard to significant deficiencies and material weaknesses. |
Item 12. Exhibits.
| (a) | Code of Business Conduct and Ethics for Principal Executive and Senior Financial Officers attached hereto as Exhibit 99.COE |
| (b) | (1) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT. |
(2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| attached hereto as Exhibit 99.906.CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Jean B. Buttner, President |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Jean B. Buttner, President, Principal Executive Officer |
By: | /s/ Stephen R. Anastasio |
| Stephen R. Anastasio, Treasurer, Principal Financial Officer |
Date: February 26, 2008
